Tucows 2015 Annual Report Download - page 160

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPEDENCE
Review, Approval or Ratification of Transactions with Related Persons
The Audit Committee of the Board of Directors is responsible for reviewing and, if appropriate, approving all
related party transactions between us and any officer or director that would potentially require disclosure pursuant to the
Audit Committee charter. As of the date of this Annual Report on Form 10-K, we expect that any transactions in which
related persons have a direct or indirect interest will be presented to the Audit Committee for review and approval. While
neither the Audit Committee nor the board have adopted a written policy regarding related party transactions, the Audit
Committee makes inquiries to our management and our auditors when reviewing such transactions. Neither we nor the
audit committee are aware of any transaction that was required to be reported with the SEC where such policies and
procedures either did not require review or were not followed.
Director Independence
Our Board of Directors has determined that each of Messrs. Karp, Ralls, Gissin, Schwarz and Ms. Chase are
independent directors, and Mr. Ito who resigned on March 1, 2016 was an independent director, as prescribed by the listing
standards of the NASDAQ Capital Market. In this Annual Report, each of these six directors are referred to individually as
an “independent director” and collectively as the “independent directors”. In addition, our Board of Directors has
determined that each member of our Audit Committee satisfies the applicable audit committee independence standards as
prescribed by the listing standards of the NASDAQ Capital Market and Rule 10A-3 under the Exchange Act, and that each
member of our corporate governance, nomination and compensation satisfies the applicable compensation committee
member independence standards as prescribed by the listing standards of the NASDAQ Capital Market and Rule 10C-1
under the Exchange Act.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
A summary of the fees of KPMG LLP for the years ended December 31, 2015 and 2014 are set forth below:
2015 Fees 2014 Fees
Audit Fees(1) $ 327,264 $ 453,135
Audit-Related Fees ——
Tax Fees(2) 143,725 153,518
All Other Fees ——
Total Fees $ 470,989 $ 606,653
(1) Consists of fees and expenses for the audit of consolidated financial statements, the reviews of our Quarterly
Reports on Form 10-Q and services associated with registration statements.
(2) Consists of fees and expenses for tax consulting services.
Audit Committee pre-approval of audit and permissible non-audit services of independent auditors.
The Audit Committee has adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax
and other non-audit services that may be provided to us by our independent auditors. Under this policy, the audit
committee pre-approves all audit and certain permissible accounting and non-audit services performed by the independent
auditors. These permissible services are set forth on an attachment to the policy that is updated at least annually and may
include audit services, audit-related services, tax services and other services. For audit services, the independent auditor
provides the audit committee with an audit plan including proposed fees in advance of the annual audit. The Audit
Committee approves the plan and fees for the audit.
Page 160 of 22
5
tcx20151201_10k.ht
m
9
/
13
/
201
6
https://www.sec.gov/Archives/edgar/data/909494/000143774916027177/tcx20151201_10...